Business Context and Reporting Period
Company: Beasley Broadcast Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 12, 2025
Event: Entry into Material Definitive Agreements regarding debt instruments.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or liquidity metrics. It focuses exclusively on debt structure modifications.
- Debt Instruments Affected: 9.200% Senior Secured Second Lien Notes due 2028 ("Exchange Notes") and 11.000% Senior Secured First Lien Notes due 2028 ("New Notes").
- Related Debt: 8.625% Senior Secured Notes due 2026.
Material Changes
On November 12, 2025, Beasley Mezzanine Holdings, LLC (a wholly owned subsidiary) entered into Supplemental Indentures to amend the terms of its outstanding Notes. Key changes include:
- Springing Maturity Extension: The date on which the Notes become payable (contingent on the outstanding status of the 8.625% Notes due 2026) has been extended to January 31, 2026.
- Asset Sales and Debt Flexibility: Amendments provide flexibility regarding past and future asset sales and the ability to incur future debt.
- Receivables Facility Capacity: The Supplemental Indenture for the Exchange Notes increases the capacity to incur a receivables facility and the value of assets permitted to be pledged, provided proceeds are used to repay the New Notes.
- Default Conditions: The Supplemental Indenture for the New Notes adds default conditions related to compliance with agreements between the Issuer and majority holders of the New Notes.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding operational performance. The primary risk disclosed relates to the specific default conditions added to the New Notes and the contingent maturity date of the Notes tied to the 2026 debt.
Investor Verification Checklist
- Verify the status of the 8.625% Senior Secured Notes due 2026 to determine if the springing maturity date of January 31, 2026, will be triggered.
- Review the full text of the Supplemental Indentures (Exhibits 99.1 and 99.2) for specific covenants regarding asset sales and debt incurrence.
- Confirm the terms of the new receivables facility capacity and the requirement that proceeds must be used to repay the New Notes.
- Assess the impact of the new default conditions on the New Notes regarding compliance with majority holder agreements.